Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Coppell CC 1B1-CN001109
CONTRACT OF SALE BETWEEN CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP, a Delaware limited partnership, as Seller AND KCD-TX II COPPELL INVESTMENT LIMITED PARTNERSHIP, as Buyer DAL:354833.5 3O579.46 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. TABLE OF CONTENTS Purchase Price ................................................................................................................... 1 Earnest Money Deposit ..................................................................................................... 2 Independent Contract Consideration ............................................................................. 2 3 Title Insurance .................................................................................................................. Survey ................................................................................................................................. 4 Prorations and Closing Costs ........................................................................................... 5 Closing ................................................................................................................................ 6 Buyer's Remedies .............................................................................................................. 7 Seller's Remedy ................................................................................................................. 7 Commissions ...................................................................................................................... 7 Seller's Representations and Warranties ....................................................................... 8 Seller's Covenants ........................................................................................................... 10 Confidentiality. ................................................................................................................. 12 Assignment ....................................................................................................................... 12 Payment of Earnest Money Deposit .............................................................................. 12 Inspection Period ............................................................................................................ 13 Time Extensions .............................................................................................................. 15 15 Notices .............................................................................................................................. Performance .................................................................................................................... 17 Binding Effect .................................................................................................................. 17 Entire Agreement ............................................................................................................ 17 17 Legal Fees ........................................................................................................................ Survival ............................................................................................................................ 17 17 Holidays ........................................................................................................................... Governing Law ................................................................................................................ 17 Risk of Loss; Condemnation .......................................................................................... 18 18 }leadings .......................................................................................................................... Effective Date .................................................................................................................. 18 Offer to Purchase ............................................................................................................ 18 TABLE OF CONTENTS - Page i DAL:354833.1 30579.46 30. Option Agreement ........................................................................................................... 18 TABLE OF CONTENTS - Page ii DAL:354833.1 30579.46 EXHIBIT A - THE LAND EXltlBIT B - SPECIAL WARRANTY DEED EXHIBIT C - NON-FOREIGN AFFIDAVIT TABLE OF CONTENTS - Page iii DAL:354833.1 30579.46 THE STATE OF TEXAS § COUNTY OF DALLAS § CONTRACT OF SALE This Contract of Sale (this Contract) is between CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP, a Delaware limited partnership (Seller) and KCD- TX 1I COPPELL INVESTMENT LIMITED PARTNERSHIP, a Texas limited partnership (Buyer). BACKGROUND A. Seller is the owner of an approximate 19.39 gross acre tract of land (the Land) located in the City of Coppell, Dallas County, Texas, more particularly described on Exhibit A attached hereto and made a part hereof. B. Buyer wants to purchase the Land and all related rights and appurtenances, including, without limitation, Seller's interest in adjacent streets, alleys, rights-of-way, strips, gores, access, utility and other easements benefiting the Land, and any improvements located on the Land (the Land and related rights, appurtenances, easements and improvements are collectively referred to as the Property). AGREEMENT Seller shall sell the Property to Buyer and Buyer shall purchase the Property from Seller upon the following terms: 1. Purchase Price The purchase price of the Property (the Purchase Price) is $2,065,179.60 (calculated using $2.75 per square foot and 750,974.4 of net developable square feet (17.24 acres)) payable in cash at Closing (as defined in Paragraph 7). CONTRACT OF SALE - Crescent/Coppell DAL:354833.1 30579.46 Page 1 Earnest Money Deposit Within 1 business day after execution of this Contract by both Buyer and Seller, as a condition to the continued effectiveness of this Contract, Buyer shall deposit with Allegiance Title Company (Title Company), 2100 McKinney Avenue, Suite 1200, Dallas, Texas 75201 Attention: Tracy Miller, Phone: (214) 954-5400, Fax: (214) 954-5500 immediately available federal funds in the amount of $25,000 (the Initial Earnest Money Deposit). If Buyer does not terminate this Contract pursuant to Paragraph 4 or Paragraph 16, on or before December 1, 2000, Buyer shall deposit with Title Company the additional sum of $75,000 in immediately available federal funds ( the Additional Earnest Money Deposit). As used herein the term Earnest Money Deposit means the Initial Earnest Money Deposit and when deposited the Additional Earnest Money Deposit. If Buyer fails to timely deposit the Initial Earnest Money, Seller, may, at its option terminate this Contract by delivering written notice to Buyer. If Seller delivers such termination notice, this Contract shall terminate and neither Seller nor Buyer shall have any fi~rther obligations pursuant to this Contract unless the survival of such obligations are specifically provided for herein. If Buyer fails to deposit the Additional Earnest Money Deposit in accordance with the provisions of this Paragraph 2, Seller may terminate this Contract by delivering written notice to Buyer and Title Company and the Title Company shall deliver the Initial Earnest Money Deposit lo Seller and thereafter neither party hereto shall have any filrther rights or obligations hereunder except for the Buyer's Inspection Obligations (defined in Paragraph 16) and the Confidentiality Obligations (defined in Paragraph 13). Title Company shall apply the Earnest Money Deposit to the Purchase Price at Closing, or, if this Contract does not close, Title Company shall disburse the Earnest Money Deposit as provided elsewhere in this Contract. Title Company shall, promptly upon receipt, place the Earnest Money Deposit in an interest bearing account in investments designated from time to time by Buyer and approved by Seller. All interest accruing on the Earnest Money Deposit is payable to Buyer upon the termination, for any reason, or the Closing of this Contract. All interest earned shall be reported to the Internal Revenue Service as the income of Buyer. Buyer shall promptly execute such documents as Title Company may reasonably request in order to properly report such income. Such account shall have no penalty for early withdrawal, and Buyer accepts all risks with regard to the account, specifically including the risk of closure of such bank or savings and loan by state and/or federal regulators, and all losses occasioned thereby. Independent Contract Consideration a. If Buyer timely terminates this Contract under Paragraph 16, Title Company shall deduct from the Earnest Money Deposit and pay to Seller as CONTRACT OF SALE - Crescent/Coppell Page 2 DAL:354833.1 30579.46 independent and nonrefundable contract consideration the sum of ONE HUNDRED DOLLARS ($100.00) (the Independent Consideration) for the option granted in com~ection with the Inspection Period (as defined in Paragraph 16). Title Insurance ao Seller, at Seller's expense, shall use reasonable efforts to cause the Title Company to deliver to Buyer within ten (10) days after Closing a Texas Standard Form of Owner Policy of Title Insurance (the Owner Policy) covering the Land issued by Title Company dated as of the Closing Date, in the amount of the Purchase Price, and containing no exceptions or conditions except as follows: the restrictive covenants exception must be deleted or must list only specific restrictive covenants approved by Buyer; upon payment of the applicable premium to Title Company by Buyer and Buyer's delivery of the Survey (hereafter defined) in a form acceptable to Title Company, the survey exception must be amended to read "shortages in area"; stand-by fees, taxes, and assessments for the year of Closing and subsequent years, and subsequent assessments for prior years due to change in land usage or ownership; any other Permitted Exceptions (as defined below in this Paragraph); and all matters which would be shown by an accurate survey or inspection of the Property; bo Seller, at Seller's expense, shall use reasonable efforts to cause Title Company to furnish to Buyer within 15 days after the Effective Date (as defined in Paragraph 28) a title insurance commitment covering the Land issued by the Title Company (the Commitment), together with copies of all documents referenced as title exceptions in the Commitment. Buyer has 15 days after its receipt of the last of the Commitment, the copies of each title exception, and the 1997 Survey (as defined in Paragraph 5) to object to any exception, condition or matter unacceptable to Buyer in the Commitment, any title exception document or on the 1997 Survey by delivering written notice to Seller. If Buyer does not deliver written notice of any such objections to Seller within the 15-day period, Buyer is deemed to approve the title to the Property as shown in the Commitment as well as matters shown on the 1997 Survey. CONTRACT OF SALE - Crescent/Coppeii DAL:35z~833.1 30579.46 Page 3 Seller has 5 days after receipt of Buyer's notice to notify Buyer, in writing, if Seller is willing or able to cure Buyer's objections to the title and to the Survey, but Seller has no obligation to cure an)' objections. If Buyer gives notice of any objections within the 15-day period and Seller does not notify Buyer that Seller is willing or able to cure any of Buyer's objections on or before Closing, Seller is deemed to have elected not to cure any title matters and Buyer may, on or before the 15th day after the last day of Seller's 5-day response period (the Title Termination Date), as Buyer's sole and exclusive remedy, waiving all other remedies, either: terminate this Contract by notice to Seller; then Title Company shall promptly return the Earnest Money Deposit to Buyer and the parties thereafter have no further rights, liabilities, or obligations under this Contract; or waivc its objections to the Commitment and the 1997 Survey and accept Seller's title as shown in the Commitment and on the 1997 Survey. If Buyer fails to deliver written notice terminating this Contract on or prior to the Title Termination Date, Buyer shall be deemed to have waived all of its title objections. The exceptions to title listed in Schedule B of the Con~nitment that are either accepted or waived by Buyer are the Permitted Exceptions. No item listed in the Commitment which Seller agrees to satisfy at or prior to Closing shall be a Permitted Exception. The Option (defined in Paragraph 30) shall be a Permitted Exception. Notwithstanding any provision of this Paragraph 4 to the contrary and notwithstanding ~vhen the Commitment, 1997 Survey or the title documents are delivered to Buyer, the Title Termination Date shall not be later than the last day of the Inspection Period (defined in Paragraph 16). Seller may not further encumber the title to the Property after the Effective Date without the prior written consent of Buyer, in Buyer's sole discretion. If any additional title encumbrances, which are not caused by Buyer or Buyer's agents, contractors or employees, are discovered after the Title Company's issuance of the Cormnitment, Buyer shall notify Seller of the additional title encumbrances and the parties shall have the same rights concerning objections to the additional title encumbrances as are provided above in this Paragraph. 5. Survey Seller shall, within fifteen (15) days after the Effective Date, deliver to Buyer the ALTA/ACSM Land Title Survey prepared by Peiser Surveying Co., Inc., dated March 3, CONTRACT OF SALE - Crescent/Coppell DAL:354833.1 30579.46 Page 4 1997, last revised May 2, 1997 (the 199'7 Survey). Buyer shall have the right to either obtain, at Buyer sole cost and expense, a new current survey of the Land or an update of the 1997 Survey (the Survey) Any updated or new Survey shall be certified to Seller, Buyer, Title Company, Title Company, the underwriter and Buyer's lender by a surveyor licensed in the State of Texas and selected by Buyer. Prorations and Closing Costs Ad valorem taxes against the Property will be prorated at Closing as of the Closing Date based on the tax bills for the year of Closing and calculated on the full assessed value of the Property. Seller shall pay to Buyer at Closing the portion of the taxes on the Property from the beginning of the current year through the Closing Date. If Closing occurs before the current year's tax bills are available, the proration will be based on the latest tax rate applied to the latest full assessed valuation; then, after the taxes for the current year are finally assessed, upon written demand, Buyer shall refund to Seller any amount overpaid by Seller or Seller shall pay to Buyer the amount of any deficiency in the proration. If at the Closing any portion of the Property is located within one or more tax lot parcels that include property not being conveyed to Buyer, the prorations specified in Paragraph 6a will be paid to Title Company. In addition, Seller shall pay to Title Company at Closing all additional taxes oxving on those tax lot parcels. Title Company shall use the funds deposited with it to pay all taxes owing on those tax lot parcels. If any tax prorations for larger tax lot parcels made at Closing are inaccurate, Seller and Buyer shall pay any deficiencies for their respective pro rata portions to Title Company or Title Company shall make any appropriate pro rata refunds to Seller and Buyer. The term "ad valorem taxes" as used in this Paragraph includes general assessments - including, without limitation, regular annual assessments payable to any property owners association - but does not include rollback or deferred taxes that are payable because of change in ownership or land use or any special assessments or assessments for street widening, repair, or improvement made prior to the Effective Date, for which Seller shall be responsible and pay at Closing (even if such amounts are not due at Closing). Seller shall pay for the cost of the Owner Policy. Buyer shall pay for the cost of any endorsements to the Owner Policy (including the premium to modify the survey exception to read "shortages in area"), the cost of any Survey, if applicable, and the cost of all soil tests, environmental tests, hydrological studies or other tests and inspections. Buyer and Seller shall each pay one-half of any escrow costs or closing fee charged by the Title Company. CONTRACT OF SALE - Crescent/Coppell DAL:354833.1 30579.46 Page 5 All closing costs other than as specified above, or as may be specifically allocated elsewhere in this Contract, ~vill be allocated to Seller and Buyer in the customary manner for the sale and purchase of unimproved real properly in Dallas County, Texas, as of the Closing Date; provided, each party shall pay its own attorneys' fees except as otherwise provided for herein. The provisions of this Paragraph 6 survive Closing. Closing ao The "Closing" ( Closing ) of this Contract will occur in Title Company's offices on or before December 15, 2000 (the Closing Date). Neither Seller or Buyer shall be obligated to attend Closing and shall submit the documents required of it by mail, Federal Express, or other delivery.- service. b. At the Closing: (i) Buyer must pay to Seller the Purchase Price via wired funds and execute the Option Memorandum (defined in Paragraph 30); and (ii) Seller must deliver to Buyer or Title Company, as applicable: a special warranty deed in the form attached to this Contract as Exhibit B conveying the Property to Buyer and containing no exceptions or conditions except the Permitted Exceptions (excluding the standard printed exceptions in the Owner Policy); (2) the premium for the Owner Policy (excluding the premium for any endorsements or the modifications of the survey exception)(or Buyer, in its sole discretion, may waive issuance of the Owner Policy and receive a credit against the Purchase Price equal to the amount of premiums Seller would have paid for the Owner Policy, provided, however, Buyer shall pay the Title Company any termination fees or title costs owed to the Title Company as a result of Title Company preparing to issue the Owner Policy); (3) a Non-Foreign Affidavit in substantially the' form attached to this Contract as Exhibit C; (4) a certificate that Seller's representations and warranties continue to be true and correct as of the Closing Date; (5) any other documents reasonably deemed necessary by Title Company and/or required by the laws of the State of Texas to complete the conveyance of the Property; CONTRACT OF SALE - Crescent/Coppell DAL-354833 1 30579.46 Page 6 (6) exclusive possession of the Property subject to the Permitted Exceptions; and (7) the Option Memorandum. 8. Buyer's Remedies If Seller does not perform its obligations under this Contract, Buyer may, at its option, either: a. enforce specific performance; or b. terminate this Contract. No other remedy shall be available for Seller's breach of this Contract. If Buyer terminates this Contract due to Seller's default, Title Company shall promptly return the Earnest Money Deposit to Buyer, Seller shall reimburse Buyer upon demand for all reasonable out-of- pocket expenses incurred by Buyer in an amount not to exceed $25,000.00 in connection with this transaction, and, unless otherwise provided for herein, the parties thereafter have no further rights, liabilities, or obligations under this Contract. Notwithstanding anything herein to the contrary, Buyer shall be deemed to have elected to terminate this Contract if Buyer fails to deliver to Seller written notice of ils intent to file a claim or assert a cause of action for specific performance against the Seller in a court having jurisdiction in Dallas County, Texas, on or before ninety (90) days following thc Closing Date. 9. Seller's Remedy If Buyer does not perform its obligations under this Contract for any reason except the termination of this Contract pursuant to an applicable provision of this Contract, or Seller's failure to perform its obligations, Seller's exclusive remedy, waiving all other remedies, is to terminate this Contract, recover the Earnest Money Deposit and recover an additional sum of $100,000 from Buyer. (The Earnest Money Deposit and the said additional $100,000 hereafter collectively called Liquidated Damages.) If Seller terminates this Contract, Title Company shall promptly pay the Earnest Money Deposit to Seller and the parties thereafter have no further rights, liabilities, or obligations under this Contract except for. Seller's right to enforce the Buyer's Inspection Obligations, Confidentiality Obligations and the right to collect the unpaid pa~t of the Liquidated Damages. Seller's damages are difficult to ascertain and the amount of the Liquidated Damages is a fair approximation of Seller's damages which has been agreed to by the parties in an effort to make those damages certain. Notwithstanding any provisions hereof to the contrary, Seller shall have all remedies available at law or in equity if the Buyer or any party related to the Buyer asserts any claims or rights to the Property that cloud Seller's title to the Property. 10. Commissions Each party warrants to the other party that it has not dealt with any real estate broker or salesman in the negotiation of this Contract. CONTRACT OF SALE - Crescent/Coppeli Page 7 DAL:354833.1 30579.46 Each party shall indemnify, defend and hold harmless the other party from any other real estate commissions due by virtue of the execution or Closing of this Contract, the obligation or asserted claim for which arises from actions taken or claimed to be taken by the indemnifying party. 11. Seller's Representations and Warranties/As-Is-Where Is Seller represents and warrants to Buyer as follows (which representations and warranties are also deemed made by Seller to Buyer at Closing and surw'ive Closing): To the knovdedge of Seller, there are no parties in possession of any portion of the Property as lessees, tenants at sufferance, or trespassers and no leases affect the Property. bo To the knowledge of Seller, there is no pending or threatened condemnation or similar proceeding or special assessment affecting any part of the Property. Co To lhe knowledge of Seller, Seller has received no notice concerning the Property from any Govermnental Authority (as defined below in this Paragraph) about a violation of any federal, state, county, or city statute, ordinance, code, rule, or regulation or stating that any investigation has commenced or is contemplated regarding any violation. To Seller's knowledge, there is no pending or threatened litigation or administrative proceeding affecting Seller or the Property. Seller has obtained all necessary consents and approvals from any person or entity required for the execution and delivery of this Contract by Seller and the performance by Seller of its obligations under this Contract. The execution and delivery of, and Seller's performance under, this Contract are within Seller's powers and have been duly authorized by all requisite actions. This Contract constitutes a binding obligation of Seller enforceable in accordance with its terms. To Seller's knowledge, there are no unpaid charges, debts, liabilities, claims, or obligations arising from the ownership or operation of the Property that could give rise to any mechanics' or materialman's or other statutory liens against the Property or for which Buyer will be responsible. The terms "Governmental Authority" and "Governmental Authorities" mean the United States of America, the State of Texas, Dallas County, the City of Coppell (the City), the Texas Natural Resources Conservation Commission, and any other political subdivision in which the Property is located or which exercises jurisdiction over the Property and any agency, department, commission, board, bureau, property owners association, utility district, flood control district, improvement district, or similar district, or other instrumentality of any of them. CONTRACT OF SALE - Crescent/Coppell Page 8 DAL:354833.1 3057946 For purposes of this Contract, the term Seller's knowledge means the current, actual knowledge of Alan Friedman, Eric Painter and Dan Smith, without independent inquiry and without any implied duty to inquire, and does not include knowledge imputed to Seller from any other person. EXCEPT AS OTHERWISE PROVIDED FOR IN THIS CONTRACT, BUYER ACKNOWLEDGES AND AGREES IHAT SELLER IS NOT MAKING AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, WARILANTIES OR REPRESENTATIONS AS TO MATTERS OF TITLE (OTHER THAN SELLER'S WARRANTY OF TITLE SET FORTII IN THE DEED TO BE DELIVERED AT CLOSING), ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITIONS, AVAILABILITY OF ACCESS, INGRESS OR EGRESS, VALUATION, GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTIIER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY INCLUDING, WITHOUT LIMITATION: (A) THE VALUE, CONDITION, MERCHANTABILITY, MARKETABILITY, PROF1TABILIIY, SUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF THE PROPERTY, AND (B) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY. BUYER AGREES THAT WITH RESPECT TO THE PROPERTY, BUYER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY STATEMENT, REPRESENTATION OR WARRANTY OF SELLER OR ANY AGENT OF SELLER. BUYER REPRESENTS THAT IT IS A KNOWLEDGEABLE BUYER OF REAL ESTATE AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF BUYER'S CONTRACTORS, AND TIIAT BUYER WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND SHALL RELY UPON SAME, AND, UPON CLOSING, SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER'S INSPECTIONS AND INVESTIGATIONS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING, SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS," WITH ALL FAULTS, AND BUYER FURTHER ACKNOWLEDGES AND AGREES THAT TItERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE PROPERTY BY SELLER, ANY AGENT OF SELLER OR ANY THIRD PARTY. THE TERMS AND CONDITIONS OF THIS PARAGRAPH CONTRACT OF SALE - Crescent/Cop ep~ DAL:354833.1 30579.46 Page 9 SHALl, EXPRESSLY SURVIVE THE CLOSING AND NOT MERGE INTO THE DEED OR ANY OTHER DOCUMENTS EXECUTED AT CLOSING. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO HEREIN. BUYER FURTHER ACKNOWLEDGES THAT SELLER HAS ADVISED BUYER THAT NEITHER SELLER NOR ANY OF ITS CONTRACTORS OR AGENTS HAVE HERETOFORE OCCUPIED OR OPERATED THE PROPERTY AND THUS SELLER DOES NOT }lAVE THE KNOWLEDGE OF THE PROPERTY THAT AN OWNER WIIICH OCCUPIED OR OPERATED TIlE PROPERTY WOULD HAVE. 12. Seller's Covenants/Buyer's Acknowledge~nents Seller shall, at Seller's sole cost and expense: Promptly advise Buyer in writing of any litigation or hearing or notice received or any material changes of facts that cause any of Seller's representations or warranties to be inaccurate in any respect. Not take any action or omit to take any action that could have the effect of violating any representations, warranties, or agreements of Seller in this Contract. Deliver to Buyer within 10 days after the Effective Date copies of all tax statements for the Property, including those for 1998, 1999, and 2000 relating to personal and ad valorem taxes and rental and special assessments, correspondence with Governmental Authorities (including any condemnation notices, proceedings or awards), utility documents, soils reports, environmental studies, endangered species reports and studies, plats, site plans, elevations, topographical maps, engineering studies, surveys, traffic studies, and all other studies and reports (collectively herein referred to as the Inspection Documents) in Seller's possession concerning the Property. Notwithstanding anything in this Paragraph 12(c) to the contrary, Buyer shall not have the right to inspect or make copies of any appraisals of the Land in Seller's possession or any documents in Seller's possession involving any prospective purchasers. Buyer ackmowledges and agrees that the Inspection Documents are provided for informational purposes only, and that neither Seller, nor its affiliates, nor the person or company which prepared any document (collectively, the Author) have made or make any representation or warranty, express or implied, as to the accuracy or completeness of the Inspection Documents. Buyer agrees that neither Seller, nor its affiliates, nor any Author, nor any other person, will have any liability to Buyer or any of Buyer's contractors resulting from the use of any of the Inspection Documents. Buyer further agrees CONTRACT OF SALE - Crescent/Coppell Page 10 DAL:35,1833.1 30579.46 that Buyer and Buyer's contractors shall independently inspect and investigate the Property and verify' such information with respect to the Property as said parties deem necessary or desirable to fully evaluate the proposed transaction contemplated by this Contract and the physical condition and economic status of the Property. Buyer shall notify any of Buyer's contractors of the provisions of this paragraph before delivering any of the documents to any of them. From the Effective Date until the Closing, maintain the Property in substantially the same condition as exists on the Effective Date; reasonable wear and tear excepted. 13. Confidentiality As used herein the term Permitted Purposes means disclosure to any person or entity to whom disclosure is reasonably necessary in order for a party to perform its respective obligations pursuant to this Contract and the disclosure is of only such information as is reasonably necessary' for said party to so perform. Except as provided otherwise in this Paragraph 13, Buyer and Seller, for the benefit of each other, hereby agree that neither of them will release or cause or permit to be released to the public or to any person or entity (except for Permitted Purposes) any information, press notices, publicity (oral or written) or advertising promotion relating to, or otherwise publicly announce or disclose or cause to be publicly mmounced or disclosed, in any maxmer whatsoever, the terms, conditions or substance of this Contract or the transactions contemplated herein (collectively, Confidential lnfl)rmation), without first obtaining the consent of the other party hereto (which shall not be unreasonably withheld, conditioned or delayed). Buyer, being aware of Seller's affiliation with a publicly-held corporation, the securities of which are traded on a national securities exchange, acknowledges that Seller and its affiliates may be compelled by considerations of legal obligation, fiduciary and public responsibility, commercial pragmatism and established corporate policy to make disclosures to its auditors or lenders or to issue a public press release am~ouncing that it has entered into this Contract and stating the material terms hereof; thus, Seller may make such disclosures and issue one or more press releases. The parties consent to all such additional statements and disclosures each party may reasonably make in responding to inquiries arising as a result of any such initial disclosure or press release as long as the same are consistent with the terms of this Paragraph 13. Subject to the following sentence, it is understood that the foregoing shall not preclude either party from discussing the substance or any relevant details of the transactions contemplated in this Contract on a confidential basis with any of its attorneys, accountants, professional consultants, financial advisors, rating agencies, existing partners, existing investors or potential lenders or Governmental Authorities, as the case may be (collectively, the Permitted Party), but only to the extent necessary to complete the transaction contemplated by this Contract. Additionally, nothing herein shall prevent either party hereto from complying with applicable laws, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements. Disclosure of any information or document which is or becomes generally available to the public other than as a result of a disclosure by either Seller or Buyer or its respective agents or representatives in violation of this Paragraph 13 shall not be a violation of this Paragraph 13. Notwithstanding any provision of this Paragraph 13, Buyer shall not disclose CONTRACT OF SALE - Crescent/Coppell Page 11 DAL:354833.1 3O579.46 any Confidential Information to any potential partner or investor of Buyer, other than existing partners or investors as described above. The obligations created by this paragraph are called Confidentiality Obligations and shall survive the Closing or any termination of this Contract. 14. Assignment This Contract, and the terms, covenants, and conditions herein contained, shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto; provided however, Buyer may not assign its rights pursuant to this Contract except as allowed by the terms of this Paragraph 14. Buyer may assign this Contract at Closing, without the prior written consent of Seller to a Permitted Assignee provided Buyer does not receive any consideration for the assignment other than reimbursement of its costs incurred in connection with this Contract and the inspection of the Property and the Earnest Money Deposit. Permitted Assignee is a person or entity which (a) is an Affiliate of Buyer; (b) neither Seller nor any of its affiliates derives any income, and(b) has not and does not provide goods or services to Seller or any affiliate of Seller. Affiliate means any entity in which Buyer is a controlling owner or in which the persons or entities which own beneficial interests in Buyer own beneficial interests in said entity. At Closing, Buyer and Permitted Assignee shall deliver to Seller a written agreement executed by both by which Buyer unconditionally assigns its interest in this Contract and the Earnest Money Deposit to Permitted Assignee and Permitted Assignee unconditionally assumes and agrees to perform all of the obligations of Buyer pursuant to this Contract. Buyer's assignment of this Contract pursuant to this Paragraph 14 shall not release Buyer from liability under this Contract, Buyer shall remain liable for the performance of all obligations under this Contract. 15. Payment of Earnest Money Deposit In the event of a termination of this Contract by either Seller or Buyer pursuant to either Paragraph 8 or Paragraph 9, the Title Company shall deliver the Earnest Money Deposit to the party entitled to same pursuant to the terms hereof on or before the tenth (10th) business day following delivery of written instructions (the Disbursement Instructions) to the Title Company and the party not sending the Disbursement Instructions, un]ess on or before said tenth (10th) business day after delivery of the Disbursement Instructions the party not sending the Disbursement Instructions delivers to the Title Company written notice that it disputes the right of the party delivering the Disbursement Instructions to receive the Earnest Money Deposit. In such event the Title Company shall interplead the Earnest Money Deposit into a court of competent jurisdiction in Dallas County, Texas. All attorneys' fees and costs and Title Company's costs and expenses incurred in connection with such interpleader shall be assessed against the party which is not awarded the Earnest Money Deposit or if the Earnest Money Deposit is distributed in part to both parties, then in inverse proportion of such distribution. Following the delivery of the Earnest Money Deposit to the appropriate party, except as provided in this Paragraph 15 neither party shall have any further rights or obligations pursuant to the terms of this Contract. No termination pursuant to Paragraph 8 or 9 shall terminate the Buyer's Inspections Obligations or the Confidentiality Obligations. CONTRACT OF SALE - Crescenl/Coppell DAL:354833.1 30579.46 Page 12 16. Inspection Period Commencing on the Effective Date and continuing through November 30, 2000 (the Inspection Period), Buyer may, but is not obligated to, inspect the Property and all of Seller's books and records concerning the Property, review and analyze all materials, surveys, maps, reports, and other matters and information provided pursuant to this Contract, together with any other materials, surveys, maps, reports, studies, and other matters it may choose, in its sole and absolute discretion. Buyer and Buyer's contractors shall: (a) not interfere with the operation and maintenance of the Property; (b) not damage any part of the Properly; (c) not injure or otherwise cause bodily harm to Seller, its agents, contractors and employees or any tenant of the Property; (d) maintain general liability (occurrence) insurance in terms and amounts reasonably satisfactory to Seller covering any accident arising in connection with the presence of Buyer, Buyer's contractors on the Property; (e) promptly pay when due the costs of all tests, investigations, and examinations done with regard to the Property; (f) not permit any liens to attach to the Property by reason of the exercise of its rights hereunder; (g) restore the surface of the Land to the condition in which the same was found before any permitted inspections or tests were undertaken; (h) comply with the confidentiality provisions set forth in Paragraph 13; and (i) not hereafter conduct or authorize the conduct of any environmental or soil test unless the party conducting such test has been approved by Seller, which approval shall not be unreasonably conditioned, delayed or withheld. Buyer indemnifies and holds Seller harmless from and against any and all liens, claims, causes of action, damages and expenses (including reasonable attorneys' fees) asserted against or incurred by Seller arising out of any violation of the provisions of this Paragraph 16. The obligations of Buyer created pursuant to this Paragraph 16 are called Buyer's Inspection Obligations, and shall survive the Closing or any termination of this Contract. The Earnest Money Deposit shall secure the Buyer's Inspection Obligations and Buyer grants to and Seller shall have the right (but not be obligated) to cure any violation of this Paragraph 16 by paying or bonding around any such violation out of the Earnest Money Deposit if Buyer fails to cure any such default within ten (10) days following delivery of written notice from Seller. In the event Seller draws on the Earnest Money Deposit pursuant to the preceding sentence, Buyer shall bc required to replace such sums within five (5) days of receiving written notice from Seller that it has drawn funds from the Earnest Money Deposit. The failure by Buyer to timely replace such funds shall be deemed a default hereunder by Buyer resulting in Seller having the right to exercise any of its remedies herein contained for a default by Buyer. Notwithstanding any provision of this Contract to the contrary, no termination of this Contract shall terminate the Buyer's Inspection Obligations or the Confidentiality Obligations and the limitation of damages as set forth in Paragraph 9 shall not apply to any cause of action arising out of a breach of the Buyer's inspection Obligations or the Confidentiality Obligations. CONTRACT OF SALE - Crescent/Coppeil DAL:354833.1 30579.46 Page 13 Buyer may, for any reason whatsoever, or for no reason at all, in Buyer's sole discretion, terminate this Contract by notifying Seller of Buyer's election to terminate under this Paragraph no later than 5:00 p.m., Dallas, Texas time, on the last day of the Inspection Period, which such day shall be November 30, 2000. If Buyer timely terminates this Contract under this Paragraph, Title Company shall promptly return the Earnest Money Deposit to Buyer and the parties thereafter have no further rights, liabilities, or obligations under this Contract except for Buyer's Inspection Obligations and Confidentiality Obligations. If Buyer does not notify Seller in writing of Buyer's election to terminate this Contract under this Paragraph by 5:00 p.m., Dallas, Texas time, on the last day of the Inspection Period, Buyer is deemed to waive its right to terminate this Contract under this Paragraph. Seller grants to Buyer, its agents, contractors and employees, a license, terminable only upon the termination of this Contract, to enter upon the Properly to make all studies and inspections (including, without limitation those tests and inspections previously conducted by Buyer) deemed necessary or desirable by Buyer subject to and conditioned upon Buyer's performance of Buyer's Inspection Obligations. Buyer's performance of all studies and tests is at its sole risk and expense. Provided Buyer has complied with all obligations of this Contract (including Buyer's Inspection Obligations and the Confidentiality Obligations), Buyer shall have no liability to Seller for any reduction in value to the Property that results from the discovery, of matters or circumstances through Buyer's studies and tests. BUYER RELEASES AND DISCHARGES SELLER FROM ALL CLAIMS, CAUSES OF ACTION AND EXPENSES (INCLUDING THOSE ASSERTED AGAINST OR INCURRED BY SELLER AND CLAIMS FOR CONTRIBUTION OR INDEMNITY) WHICH HAVE ARISEN OR WHICH MAY HEREAFTER ARISE OUT OF OR RELATE TO: (I) THE PHYSICAL CONDITION OF THE IMPROVEMENTS, PERSONALTY OR THE LAND, TITLE TO THE PROPERTY OR ANY GOVERNMENTAL REGULATIONS AFFECTING ANY PART OF THE PROPERTY EXCEPT FOR CLAIMS ARISING OUT OF SELLER'S WARRANTY OF TITLE TO BE INCLUDED IN THE DEED OR ANY EXPRESS OBLIGATION OF SELLER PURSUANT TO THIS CONTRACT; OR (II) THE PRESENCE, . GENERATION, TREATMENT OR DISPOSITION OF HAZARDOUS MATERIALS ON, UNDER OR AT TIlE PROPERTY OR ANY PROPERTY NEAR THE REAL PROPERTY. ADDITIONALLY, BUYER INDEMNIFIES AND tlOLDS SELLER HARMLESS FROM AND AGAINST ANY CLAIMS, CAUSES OF ACTION AND EXPENSES (INCLUDING THOSE ASSERTED AGAINST OR INCURRED BY SELLER) WHICH ARE ATTRIBUTABLE TO EVENTS OCCURRING ON OR AFTER THE CLOSING DATE AND CONTRACT OF SALE - Crescent/Coppell DAL:354833.1 30579.46 Page 14 ARISE OUT OF OR RELATE TO THE PRESENCE, GENERATION, TREATMENT OR DISPOSITION OF HAZARDOUS MATERIALS ON, UNDER OR AT THE PROPERTY OR ANY PROPERTY NEAR THE PROPERTY. THIS PARAGRAPH IS EFFECTIVE UPON THE EXECUTION OF THIS CONTRACT AND SHALL SURVIVE CLOSING UNTIL FULLY PERFORMED. AS USED HEREIN, "HAZARDOUS MATERIALS" SHALL REFER TO (I) ALL MATERIALS AND SUBSTANCES WHICH ARE DEFINED AS SUCH IN (OR FOR PURPOSES OF) THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, ANY SO CALLED "SUPERFUND" OR "SUPERLIEN" LAW, THE TOXIC SUBSTANCE CONTROL ACT, OR ANY FEDERAL, STATE OR LOCAL STATUTE, ORDINANCE, CODE, RULE, REGULATIONS, ORDER OR DECREE REGULATING, RELATING TO, OR IMPOSING LIABILITY OR STANDARDS OF CONDUCT CONCERNING ANY HAZARDOUS, TOXIC OR DANGEROUS WASTE, SUBSTANCE OR MATERIAL, AS NOW OR AT ANY TIME ttEREINAFTER IN EFFECT; (II) ASBESTOS; AND (III) ANY OTHER HAZARDOUS, TOXIC OR DANGEROUS WASTE, SUBSTANCE OR MATERIAL. 17. Time Extensions If Seller does not provide the 1997 Survey, to Buyer within the time frame set forth in Paragraph 4 , the time period for Seller to provide the 1997 Survey is extended until Seller provides the 1997 Survey to Buyer and the expiration date of the Inspection Period and the Closing Date are automatically extended for like periods of time. Notwithstanding the foregoing, neither the Closing Date or the Inspection period shall be extended more than seven (7) days from the respective original date regardless of whether the 1997 SurYey has been delivered but if the 1997 Survey has not been delivered within seven (7) days after the date is due to be delivered, Buyer shall have the right to terminate this Contract and receive a return of the Earnest Money Deposit. 18. Notices All notices, requests, approvals, and other communications required or permitted to be delivered under this Contract must be in writing and are effective: on the business day sent if sent by telecopier prior to 5:00 p.m., Dallas, Texas time, and the sending telecopier generates a written confirmation of sending; upon receipt if delivered personally or by any method other than by telecopier transmission (with written confirmation), or by any method other than by mail; 1 business day after delivery, to a nationally recognized, overnight courier service; or CONTRACT OF SALE - Crescent/Coppell DAL:354833.1 30579.46 Page 15 if orderly delivery of the mail is not then disrupted or threatened in which event some method of delivery other than the mail must be used, 3 days after being deposited in the United States mail, certified, return receipt requested, postage prepaid; in each instance addressed to Seller or Buyer, as the case may be, at the following addresses, or to any other address eilher party may designate by notice to the other party: Seller: Crescent Real Estate Funding VII, L.P. c/o Crescent Real Estate Equities, Ltd. 777 Main Street Suite 2100 Fort Worth, Texas 76102 Attention: Dan Smith, Esq. Facsimile: (817) 321-1726 Phone: (817) 321-2100 Buyer: With a copy to: With a copy to: Broxvn McCarroll & Oaks Hartline, L.L.P. 2001 Ross Avenue 2000 Trammell Crow Center Attention: Robert W. Dupuy, Esq. Facsimile: (214) 999-6170 Phone: (214) 999-6102 E-Mail bdupuy~bmoh.com KCD-TX II Coppell Investment Limited Partnership 8411 Preston Road, Suite 700 Dallas, Texas 75225 Attention: Scott Ozymy, Vice President Phone: (214) 696-7825 Telecopy: (214) 696-3108 E-Mail ozymys~koll.com Munsch Hardt Kopf & Harr, P.C. 4000 Fountain Place 1445 Ross Avenue Dallas, Texas 75202-2790 Attention: Lynn Collins Phone: (214) 855-7516 Telecopy: (214) 855-7584 E-Mail: Icollins~munsch.com CONTRACT OF SALE - CrescenffCoppell DAL:354833.I 30579.46 Page 16 Title Company: Allegiance Title Company 2100 McKinney, Suite 1200 Dallas, Texas 75201 Attention: Tracy Miller Phone: (214) 954-5400 Telecopy: (214) 954-5500 E-Mail: tmiller~allegiancetitle.com 19. Performance Time is of the essence in the performance of the terms of this Contract. 20. Binding Effect This Contract is binding upon and inures to the benefit of the successors and assigns of the parties. 21. Entire Agreement This Contract embodies the complete agreement between the parties and may not be varied or terminated except by written agreement of the parties. The Title Company is not a party to this Contract and its consent is not required for any amendment, variation or termination of this Contract. 22. Legal Fees In the event of litigation, mediation or arbitration concerning the interpretation or enforcement of this Contract, the prevailing party is entitled to recover from the losing party its legal fees, court costs, and expenses, whether at the trial or appellate level. 23. Supeival Any of the provisions of this Contract pertaining to a period of time following Closing survive Closing and the delivery of the deed to Buyer and are not merged therein. All indemnities under this Contract survive any termination and the Closing of this Contract. 24. Holidays, Etc. Whenever any time limit or date provided herein falls on a Saturday, Sunday, or legal holiday under the laws of the State of Texas, then that date is extended to the next day that is not a Saturday, Sunday, or legal holiday. The term business day as used in this Contract means any day that is not a Saturday, Sunday, or legal holiday under the laws of the State of Texas. 25. Governing Law The laws of the State of Texas govern this Contract. CONTRACT OF SALE - Crescent/Coppell DAL:354833.1 30579.46 Page 17 26. Condemnation Seller agrees to give Buyer written notice of any action or proceeding for condemnation of any part of the Land, which may result in the taking of all or any part of the Land. Upon such notification, Buyer shall have the right, to be exercised within ten (10) days after receipt of such notice, to terminate this Contract and receive a refund of the Earnest Money Deposit. If Buyer does not elect to terminate this Contract, then this Contract shall remain in full force and effect and Seller will credit to Buyer at Closing the amount of any monies received by Seller to date by reason of such taking, and Seller will assign to Buyer the right to any condemnation awards or proceeds received after such date relating to the Land. 27. [leadings Paragraph headings or captions are used in this Contract for convenience only and do not limit or otherwise affect the meaning of any provision hereof. 28. Effective Date The Effective Date of this Contract is the date Title Company acknowledges in writing the receipt of the Earnest Money Deposit. 29. Offer to Purchase Upon execution by Buyer, this Contract is an offer to purchase the Properly that terminates at 5:00 P.M., !),.4t,.5, Texas time, on the 2"'~ business day after the date of Buyer's execution of this Contrac~ unless prior to such time, Seller delivers to Buyer 3 counterparts of this Contract executed by Seller. When Buyer receives the executed counterparts of the Contract, Buyer shall forward the original executed counterparts of the Contract and the Earnest Money Deposit to the Title Company, and obtain Title Company's execution of this Contract ackmowledging receipt of the Earnest Money Deposit. Buyer shall then return I fully executed copy of this Contract to Seller. 30. Option Agreement Effective upon Closing, Buyer grants to Seller an option (the Option) to purcl~ase the Property to be exercised during the Option Period (as that term is hereafter defined) for an amount equal to the Option Price (hereafter defined) in accordance with the further terms of this Paragraph 30. The Option Price shall mean the Purchase Price plus the closing costs reasonably incurred by Buyer in connection with the closing as contemplated by the terms of paragraphs 6 and 7 of this Contract. At Closing Seller and Buyer shall execute a recording memorandum (Option Memorandum) describing the terms of this Paragraph 30 which shall be recorded in the Real Property Records of Dallas County, Texas immediately after the recording of the Deed. The Option Memorandum shall be prepared by Seller's counsel subject to the approval of Buyer which shall not be unreasonably withheld, conditioned or delayed. CONTRACT OF SALE - Crescent/Coppeli Page 18 DAL:354833.1 30579.46 Buyer shall, within ten (10) days after Buyer enters into a Third Party Agreement (as that term is hereafter defined, deliver written notice (the Contemplated Sale Notice) to Seller that Buyer has entered into an agreement (the Third Parly Agreemen0 with an person or entity not affiliated with Buyer to sell any part of the Property during the Option Period. The Option may be exercised by Seller delivering written notice (the Option Notice) to Buyer within thirty (30) days after Buyer delivers the Contemplated Sale Notice. The Option may not be exercised until after the delivery of a Contemplated Sale Notice. The "Option Period" shall be the period begi~ming on the Closing Date and ending on the earlier of (i) three (3) years after the Closing Date or (ii) the date Buyer commences construction of commercial improvements (Commercial Improvements) on any part of the Property having an estimated cost of construction of at least $8,000,000.00 with the good faith intent to complete same within a reasonable period following commencement. The Option shall expire upon the earlier of (i) the expiration of the Option Period during which no Contemplated Sale Notice was delivered; or (ii) 'the failure of Seller to deliver an Option Notice within thirty (30) days following the delivery of a Contemplated Sale Notice. Provided however, if Buyer delivers a Contemplated Sale Notice, Seller fails to timely deliver an Option Notice and the transaction contemplated by the Third Party Agreement does not result in Buyer conveying the Property, upon termination of said Third Party Agreement, the Option shall be reinstated. If Seller timely delivers an Option Notice, the transaction shall close in the offices of the Title Company within thirty (30) days after the delivery of the Option Notice. At the closing, Buyer shall convey the Property to Seller by special warranty deed subject to only the Permitted Exceptions and Seller shall pay the Option Price (subject to the same prorations required by this Contract) by wire transfer and Buyer shall cause, at its expense, the Title Company to deliver to Seller an owners policy of title insurance in the amount of the Option Price insuring Seller's title to the Property to be indefeasible fee simple subjec! to only the standard Schedule B exceptions and exceptions describing the Permitted Exceptions. Upon the request of Buyer and provided the agreement provides commercially reasonable notice and right to cure provisions in favor of Seller, Seller agrees to subordinate its rights created pursuant to this Paragraph 30 to the liens and security interests created to secure a loan to fund the acquisition of the Property and/or the construction of the Commercial Improvements. Upon the expiration of the Option and provided Seller has not exercised the Option prior thereto, Seller agrees to execute, on or before 10 business days after delivery ofto Seller, any document (Termination Documenl) reasonably requested by Buyer confirming the expiration of the Option which shall be prepared and recorded at the expense of Buyer. The terms of this Paragraph 30 shall survive the Closing and execution of the Deed and other documents contemplated by this Contract and shall continue to bind the parties until the expiration of the Option Period. CONTRACT OF SALE - Crescent/Coppell DAL:354833.1 30579.46 Page 19 EXECUTED by Buyer on November ~., 2000. BUYER: KCD-TX II COPPELL INVESTMENT LIMITED PARTNERSHIP, a Texas limited partnership, By: KCD-TX Coppell In~restments, LLC, a Texas limited liability company, its general partner By: Name: Title: ,~.,~ EXECUTED by Seller on November ,2000. SELLER: CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP, a Delaware limited partnership By: CRESCENT REAL ESTATE EQUITIES, LTD., a Delaware corporation, its General Partner By: Name: Title: The undersigned acknowledges receipt of the Initial Earnest Money Deposit and shall hold and disburse the Earnest Money Deposit when received in accordance with the terms of this Contract. /TITTLE COMP.ANy: k ALLEGIANC~T~LECOMPANY CONTRACT OF SALE - CrescenffCoppell DAL:354833. I 30579.46 Page 20 EXECUTED by Buyer on November __., 2000. BUYER: KCD-TX II COPPELL INVESTMENT LIMITED PARTNERSIIIP, a Texas limited partnership, By: By: KCD-TX Coppell Investments, LLC, a Texas limited liability company, its general partner Name: Title: EXECUTED by Seller onNovember ~ ,2000. SELLER: CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP, a Delaware limited partnership By: CRESCENT REAL ESTATE EQUITIES, LTD., a Delaware corporation, its General Partner By: ~ Name: Title: _ A1 AILI n rr-~lrn~JAkl ~P'~ I..,/"~11 L./. The undersigned acknowledges receipt of the Initial Earnest Money Deposit and shall hold and disburse the Earnest Money Deposit when received in accordance with the terms of this Contract. TITLE COSIPANY: ALLEGIANCE TITLE COMPANY November ,2000 By: Name: Title: CONTRACT OF SALE - Crescent/Coppell DAL:354833.1 30579.46 Page 20 EXHIBIT A - TIlE LAND BEING a tract of land situated in the James A. Simmons Survey, Abstract No. 1296, City of Coppell, Dallas County, Texas and including all of Blocks 1, 2 and 5 of Coppell Commerce Center, an Addition to the City of Coppell as recorded in Volume 81051, Page 3041, Deed Records, Dallas County, Texas and being more particularly described as follows: BEGINNING at a 1/2 inch iron rod set at the intersection of the north line of Bums Road (a 60 fool right-of-way) and the east line of Freeport Parkway (an 81 foot right-of-way at this point); THENCE North 01 degree 18 minutes 00 seconds East along the east line of said Freeport Parkway a distance of 1,224.73 feet to a % inch iron rod found for comer in the south line of a tract of land conveyed to Home Interiors and Gifts, Inc., by deed recorded in Volume 93062, Page 4532, Deed Records, Dallas County, Texas; THENCE South 89 degrees 01 minute 04 seconds East along the south line of said Home Interiors tract a distance of 249.41 feet to a V2 inch iron rod found for comer; THENCE North 01 degree 18 minutes 00 seconds East along the east line of said Carter-Crowley tract a distance of 183.33 feet to a ½ inch iron rod found for corner in the south line of Bethel Road (a 50 foot right-of-way); THENCE South 89 degrees 01 minute 04 seconds East along the south line of said Bethel Road a distance of 260.00 feet to a % inch iron rod found for comer at the northwest comer of a tract of land conveyed to Mary Virginia Thweatt by deed recorded in Volume 2112, Page 419, Deed Records, Dallas County, Texas; TItENCE South 01 degree 18 minutes 00 seconds West along the west line of said Thweatt tract a distance of 183.30 feet to a V= inch iron rod found for corner; THENCE South 89 degrees 01 minute 04 seconds East along the south line of said Thweatt tract a distance of 197.79 feet to a 1/2 inch iron rod found for comer in the north line of a cul-de-sac for Hammond Street, said iron rod also being in a curve to the left that has a central angle of 180 degrees 00 minutes 00 seconds, a radius of 60.00 feet and a chord that bears South 01 degree 17 minutes 26 seconds West; THENCE along the west line of said cul-de-sac and said curve to the left an arc length of 188.50 feet to a % inch iron rod found for comer; CONTRACT OF SALE - Cresccnt/Coppell DAL:354833 1 30579.46 Page 21 THENCE South 01 degree 17 minutes 26 seconds West along the west line of said Hammond Street (a 60 foot right-of-way at this point) a distance of 1,059.15 feet to a 1/2 inch iron rod fmmd at its intersection with the North line of said Bums Street; THENCE South 87 degrees 17 minutes 36 seconds West along the north line of said Bums Street a distance of 709.12 feet to the POINT OF BEGINNING and CONTAINING 892,141.0 square feet or 20.480 acres of land, more or less. EXHIBIT B - SPECIAL WARRANTY DEED SPECIAL WARRANTY DEED CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP L.P., a Delaware limited partnership ("Grantor"), for and in consideration of the sum of $10.00 cash in hand paid by ("Grantee"), whose address is , and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Grantor, has GRANTED, BARGAINED, SOLD, and CONVEYED, and by these presents does GRANT, BARGAIN, SELL, and CONVEY unto Grantee, that certain real property located in Dallas County, Texas and described in Exhibit "A" attached hereto and made a part hereof for all purposes, together with all and singular the rights, benefits, privileges, easements, tenements, hereditaments, and appurtenances thereon and with all improvements located thereon or in anywise appertaining thereto and any right, title and interest of Grantor in and to adjacent streets, alleys and rights-of-way contiguous and adjacent to the centerline thereof. (Said real property, together with Grantor's interest in the rights, benefits, privileges, easements, tenements, hereditaments, appurtenances and interests related thereto, being hereinafter referred to as the "Propert)~"). This conveyance is being made by Grantor and accepted by Grantee subject only to those certain title exceptions and other matters set forth iii Exhibit "B" attached hereto and made a part hereof for all purposes. This conveyance is being made by Grantor and accepted by Grantee subject to taxes for the year 2000, payment of which Grantee assumes. TO }lAVE AND TO HOLD the Property, together with, all and singular, the rights and appurtenances thereto in anywise belonging, to Grantee and Grantee's successors and assigns forever; and subject only to the exceptions set forth on the attached Exhibit "B", Grantor does hereby bind Grantor and Grantor's successors and assigns to warrant and forever defend, all and singular, the Property unto the Grantee and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same, or any part thereof by, through, or under Grantor, but not otherxvise. EXECUTED ,2000 to be effective the __ day of , 2000. GRANTOR: CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP a Delaware limited partnership By: Crescent Real Estate Equities, Ltd. a Delaware corporation Its General Partner By: STATE OF TEXAS § COUNTY OF TARRANT § SWORN TO AND SUBSCRIBED BEFORE ME by on this day of , 2000 by , of Crescent Real Estate Equities, Ltd., a Delaware corporation, General Partner of Crescent Real Estate Equities Limited Partnership, a Delaware limited partnership, on behalf of said partnership. Notary Public in and for the State of Texas My commission expires E,YdtlBIT C - NON-FOREIGN AFFIDAVIT SUBJECT PROPERTY: See Exhibit A attached hereto. SELLER: BUYER: CRESCENT REA[; ESTATE EQUITIES LIMITED PARTNERSItP, A Delaware Limited Partnership KCD-TX II COPPELL INVESTMENT LIMITED PARTNERSHIP, A Texas Limited Partnership Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform Buyer that the withholding of tax is not required upon the disposition of a U.S. real property interest by Seller, the undersigned hereby certify the following on behalf of Seller: 1. Seller is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those temps are defined in the Internal Revenue Code and Income Tax Regulations); 2. Seller's U.S. exnployer identification number is 75-2531304. 3. Seller's office address is 777 Main Street, Suite 2100, Fort Worth, Texas 76102. Seller understands that this certification may be disclosed to the Internal Revenue Service by Buyer and that any false statement contained herein could be punished by fine, imprisonment, or both. EXHIBIT C - NON-FOREIGN AFFIDAVIT - Page I DAL:354833.1 30579.46 Under penalties of perjury, I declare that I have examined this certification and t© the best of my knowledge and belief, it is true, correct, and complete, and I further declare that I have authority to sign this document on behalf of Seller. CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP By: Crescent Real Estate Equities, Ltd. a Delaware corporation By: Name: Title: SWORN TO AND SUBSCRIBED before me, the undersigned authority, by of , a on this day of ,2000. Notary Public, State of Texas EXHIBIT C - NON-FOREIGN AFFIDAVIT - Page 2 DAL:354833.1 3O579.46